Say On Pay : Analyzing the Voting Results of 2011 and 2012


Excellent article by Jeffrey M. Stein and Laura O. Hewett in The Metropolitan Corporate Council.

 

Say On Pay: Analyzing The Second Year Of Shareholder Votes

Say-O-Pay Voting Results in 2011 and 2012

« Despite the media headlines and the concerns of many in-house counsel leading up to the first round of mandatory say-on-pay votes in 2011, results were overwhelmingly positive.

  1. Public companies received an overall average of 92 percent support for say on pay in 2011.
  2. Approximately 45 companies failed to achieve majority support for the vote, which amounts to less than 2 percent of companies.
  3. Approximately 6 percent of companies received support in the range between 50 percent and 70 percent of the vote (or, thinking about it a different way, had at least 30 percent of shareholders vote against say on pay). While these were passing votes, the proxy advisory firm Institutional Shareholder Services (ISS) considers this lower level of support as raising significant issues with respect to a company’s compensation program, and will subject that company’s compensation program to additional scrutiny in the following year.

Results of the say-on-pay votes in 2012 (through June 15, 2012) have continued to be overwhelmingly positive.

  1. Public companies have received an average of 91 percent support for say on pay in 2012.
  2. Approximately 52 companies have failed to achieve majority support for say on pay. While this number already exceeds the total number of companies that lost the vote in 2011, it still amounts to only 3 percent of companies.
  3. Approximately 6 percent of companies have received support of between 50 percent and 70 percent of the vote ».